**Exhibit3.1**

 

 

**AMENDED AND RESTATED**

 

**CERTIFICATE OF INCORPORATION**

 

**OF**

 

**OCEAN RESOURCES, INC.**

 

 

Ocean Resources,Inc., a corporation organized and existing under the laws of the State ofDelaware, hereby certifies as follows:

 

**FIRST**:  The name of the corporation is OceanResources, Inc. (the “Corporation”). The original Certificate of Incorporation of the Corporation (the “OriginalCertificate”) was filed with the Secretary of State of the State ofDelaware on April 14, 1999.  TheCorporation was originally incorporated under the name Clip’N Pierce Fashions,Inc.

 

**SECOND**:  This Amended and Restated Certificate ofIncorporation restates and also amends the Original Certificate in accordancewith Section 245 of the General Corporation Law of the State of Delaware (the “GeneralCorporation Law”).  The Corporationcertifies that the amendments effected by this Amended and Restated Certificateof Incorporation have been adopted in accordance with Section 242 of theGeneral Corporation Law.  TheCorporation further certifies that the amendments effected by this Amended andRestated Certificate of Incorporation have been consented to and authorized bythe holders of a majority of the issued and outstanding stock entitled to vote,by written consent given in accordance with Section 228 of the GeneralCorporation Law.

 

**THIRD**:  The text of the Original Certificate, asrestated and amended hereby, shall read in its entirety as follows:

 

**ARTICLE ONE**

 

**Name**

 

The name of theCorporation is Ocean Resources, Inc.

 

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**ARTICLE TWO**

 

**Registered Agent**

 

The address of theregistered office of the Corporation in the State of Delaware is 2711Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware19808.  The name of the registered agentof the Corporation at such address is Corporation Service Company.

 

**ARTICLE THREE**

 

**Purpose**

 

The purpose of theCorporation is to engage in any lawful act or activity for which corporationsmay be organized under the General Corporation Law of the State of Delaware(the “General Corporation Law”).

 

**ARTICLE FOUR**

 

**Capital Stock**

 

1.             ***Authorized Capital***.  The total number of shares of all classes of capital stock whichthe Corporation shall have the authority to issue is 170,000,000 shares,consisting of (i) 150,000,000 shares of Common Stock, par value $.0001 pershare (“Common Stock”), and (ii) 20,000,000 shares of Preferred Stock,par value $.001 per share (“Preferred Stock”).

 

2.             ***Common Stock***.

 

a.             *Dividends*.  Subject to the rights, if any, of the holders of Preferred Stockwith respect to the payment of dividends and the requirements, if any, withrespect to the setting aside of sums as sinking funds or redemption or purchaseaccounts for the benefit of such holders and subject to any other conditionsthat may be fixed in or pursuant to the provisions of paragraph 3 of thisArticle Four, the holders of Common Stock shall be entitled to receive suchdividends, if any, as may be declared from time to time by the Board ofDirectors on the Common Stock out of assets which are legally availabletherefor.  Any such dividends shall bedivided among the holders of the Common Stock on a pro rata basis.

 

b.             *Liquidation*.  In the event of any Liquidation of the Corporation, after paymentor provision for payment of the debts and liabilities of the Corporation andafter distribution to the holders of Preferred Stock of the amounts fixed in orpursuant to the provisions of paragraph 3 of this Article Four, the holders ofthe

 

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Common Stock shall beentitled to receive all the remaining assets of the Corporation, tangible andintangible, of whatever kind available for distribution to stockholders.  Any such assets shall be divided among theholders of Common Stock on a pro rata basis.

 

c.             *Voting*. Except as may otherwise be required by law and subject to the rights ofthe holders of Preferred Stock fixed in or pursuant to paragraph 3 of thisArticle Four, each holder of Common Stock shall have one vote for each share ofCommon Stock held by such holder on each matter submitted to a vote of thestockholders.

 

3.             ***Preferred Stock***.

 

a.             *General*. Shares of the Preferred Stock may be issued from time to time in one ormore series, the shares of each series to have any designations and powers,preferences and rights, and qualifications, limitations and restrictionsthereof, as are stated and expressed in any resolution or resolutions providingfor the issue of such series adopted by the Board of Directors as hereinafterprescribed (a “Preferred Stock Designation”).

 

b.             *Authority of Board of Directors; Preferred StockDesignation*.  Authority ishereby expressly granted to and vested in the Board of Directors to authorizethe issuance of the Preferred Stock from time to time in one or more series,and with respect to each series of the Preferred Stock, to fix and state by theresolution or resolutions from time to time adopted providing for the issuancethereof the following:

 

(1)           whether or not the series is to havevoting rights, full, special or limited, or is to be without voting rights, andwhether or not such series is to be entitled to vote as a separate class eitheralone or together with the holders of one or more other classes or series ofstock;

 

(2)           the number of shares to constitutethe series and the designations thereof;

 

(3)           the preferences and relative,participating, optional, or other special rights, if any, and thequalifications, limitations or restrictions thereof, if any, with respect toany series;

 

(4)           whether or not the shares of anyseries shall be redeemable at the option of the Corporation or the holdersthereof or upon the happening of any specified event, and, if redeemable, theredemption price or prices (which may be payable in the form of cash, notes,securities or other property), and the time or times at which and the

 

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terms and conditions uponwhich such shares shall be redeemable and the manner of redemption;

 

(5)           whether or not the shares of a seriesshall be subject to the operation of retirement or sinking funds to be appliedto the purchase or redemption of such shares for retirement, and, if suchretirement or sinking fund or funds are to be established, the periodic amountthereof, and the terms and provisions relative to the operation thereof;

 

(6)           the dividend rate, whether dividendsare payable in cash, stock of the Corporation or other property, the conditionsupon which and the times when such dividends are payable, the preference to orthe relation to the payment of dividends payable on any other class or classesor series of stock, whether or not such dividends shall be cumulative ornoncumulative, and if cumulative, the date or dates from which such dividendsshall accumulate;

 

(7)           the preferences, if any, and theamounts thereof which the holders of any series thereof shall be entitled toreceive upon the voluntary or involuntary dissolution of, or upon anydistribution of the assets of, the Corporation;

 

(8)           whether or not the shares of anyseries, at the option of the Corporation or the holder thereof or upon thehappening of any specified event, shall be convertible into or exchangeable forthe shares of any other class or classes or of any other series of the same orany other class or classes of stock, securities or other property of theCorporation and the conversion price or prices or ratio or ratios or the rateor rates at which such conversion or exchange may be made, with suchadjustments, if any, as shall be stated and expressed or provided for in suchresolution or resolutions; and

 

(9)           any other special rights andprotective provisions with respect to any series that the Board of Directorsmay deem advisable.

 

c.             *Separate Series; Increase or Decrease in AuthorizedShares*.  The shares of eachseries of Preferred Stock may vary from the shares of any other series thereofin any or all of the foregoing respects and in any other manner.  The Board of Directors may increase thenumber of shares of Preferred Stock designated for any existing series by aresolution adding to such series authorized and unissued shares of PreferredStock not designated for any other series. Unless otherwise provided in the Preferred Stock Designation, the Boardof Directors may decrease the number of shares of Preferred Stock designatedfor any existing series by a resolution subtracting from such series authorizedand unissued shares of Preferred Stock designated for such existing series, andthe shares so subtracted shall become authorized, unissued and undesignatedshares of Preferred Stock.

 

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4.             ***General***.

 

a.             Subject to the foregoing provisionsof this Certificate of Incorporation, the Corporation may issue shares ofPreferred Stock and Common Stock from time to time for such consideration (notless than the par value thereof) as may be fixed by the Board of Directors,which is expressly authorized to fix the same in its absolute discretion.  Shares so issued for which the considerationshall have been paid or delivered to the Corporation shall be deemed fully paidstock and shall not be liable to any further call or assessment thereon, andthe holders of such shares shall not be liable for any further payments inrespect of such shares.

 

b.             Subject to the provisions of thisCertificate of Incorporation, the Corporation shall have authority to createand issue rights and options entitling their holders to purchase shares of thecapital stock of the Corporation of any class or series or other securities ofthe Corporation, and such rights and options shall be evidenced by instrumentapproved by the Board of Directors.  TheBoard of Directors shall be empowered to set the exercise price, duration, timesfor exercise and other terms of such rights or options.

 

c.             No stockholder of the Corporationshall by reason of his or her holding shares of any class of capital stock ofthe Corporation have any preemptive or preferential right to acquire orsubscribe for any additional, unissued or treasury shares (whether now orhereafter acquired) of any class of capital stock of the Corporation now orhereafter to be authorized, or any notes, debentures, bonds or other securitiesconvertible into or carrying any right, option or warrant to subscribe for oracquire shares of any class of capital stock of the Corporation now orhereafter to be authorized, whether or not the issuance of any such shares orsuch notes, debentures, bonds or other securities would adversely affect thedividends or voting or other rights of that stockholder.

 

d.             Cumulative voting of shares of anycapital stock having voting rights shall not be permitted.

 

**ARTICLE FIVE**

 

**Existence**

 

The Corporationshall have perpetual existence.

 

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**ARTICLE SIX**

 

**Board of Directors**

 

The business andaffairs of the Corporation shall be managed by or under the direction of theBoard of Directors.  In furtherance andnot in limitation of the powers conferred by statute, the Board of Directors isexpressly authorized to adopt, amend or repeal the Bylaws of the Corporation; *provided,however,* that the grant of such authority shall not divest thestockholders of the power, nor limit their power to adopt, amend or repeal theBylaws.  The number of directors thatshall constitute the whole Board of Directors of the Corporation shall be asfrom time to time fixed by, or in the manner provided in, the Bylaws of theCorporation, subject to any limitations or restrictions set forth in thisCertificate of Incorporation or otherwise agreed to by the stockholders of theCorporation.  The election of directorsneed not be by written ballot, unless the Bylaws so provide.  In addition to the authority and powershereinabove or by statute conferred upon the directors, the directors arehereby authorized and empowered to exercise all such powers and do all suchacts and things as may be exercised or done by the Corporation, subject to theprovisions of the General Corporation Law, this Certificate of Incorporationand the Bylaws.

 

**ARTICLE SEVEN**

 

**Limitation on Liability**

 

No director of theCorporation shall be personally liable to the Corporation or any of itsstockholders for monetary damages for breach of fiduciary duty as a directorinvolving any act or omission of any such director*; provided, however,* thatthe foregoing provision shall not eliminate or limit the liability of adirector (a) for any breach of the director’s duty of loyalty to theCorporation or its stockholders, (b) for acts or omissions not in good faith orwhich involve intentional misconduct or a knowing violation of law, (c) underSection 174 of the General Corporation Law, as the same exists or hereafter maybe amended, or (d) for any transaction from which the director derived animproper personal benefit.  If theGeneral Corporation Law is amended after the date of filing of this Certificateof Incorporation to authorize corporate action further limiting or eliminatingthe personal liability of directors, then the liability of a director of theCorporation, in addition to the limitation on personal liability provided forherein, shall be limited to the fullest extent permitted by the GeneralCorporation Law as so amended.  Anyrepeal or modification of this Article Seven by the stockholders of theCorporation shall be prospective only, and shall not adversely affect anylimitation on the personal liability of a director of the Corporation existingat the time of such repeal or modification.

 

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IN WITNESS WHEREOF,the undersigned has executed this Amended and Restated Certificate ofIncorporation as of October    , 2003.

 

 
|   | **OCEAN RESOURCES, INC.** |
|--------|---------------------------|
|   |                      |
|   |                      |
|   | By:                       |   |   |
|   | Name:                     | Dennis McLaughlin, III |
|   | Title:                    | Chief Executive Officer |

 

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